Larry Albert
About Larry D. Albert
Independent Class I director of MidWestOne Financial Group since 2018 (term expires 2026). Age 74. Former Executive Vice President of the Company (May–Sep 2015 after the Central Bank merger) and former CEO and director of Central Bank (1996–2015). Education: B.A., Westmar University; MBA, University of St. Thomas. Serves on the Audit Committee; the Board has determined he is independent under Nasdaq rules. Attendance in 2024 met at least 75% of aggregate Board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MidWestOne Financial Group, Inc. | Executive Vice President (retired) | May 2015 – Sep 2015 | Senior leadership post-merger with Central Bank |
| Central Bank | Chief Executive Officer; Director | 1996 – 2015 | Led bank acquired by MidWestOne in 2015 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company boards (last 5 years) | None disclosed | — | Proxy states no director served on another public company board in the past 5 years |
Board Governance
- Independence: Independent director under Nasdaq rules (all directors except CEO Reeves and former CEO Funk were deemed independent) .
- Years on Board: Director since 2018; Class I term through 2026 .
- Committee Assignments: Member, Audit Committee (not Chair) .
- Attendance: Board held 7 meetings in 2024; all directors attended ≥75% of combined Board and committee meetings .
- Committee Activity: Audit Committee met 14 times in 2024 (heavy oversight cadence) .
- Executive Sessions: Independent directors held 3 sessions in 2024 .
- Leadership Structure: Separate Board Chair and CEO; lead independent director role to be eliminated as an independent Chair (McCormick) is anticipated post-2025 AGM .
Fixed Compensation (Director)
| Item | 2024 Amount |
|---|---|
| Cash fees earned | $44,700 |
| All other compensation (includes Bank board fees) | $3,900 |
| Total cash and other | $48,600 |
| Equity (RSUs) grant-date fair value | $28,764 (granted May 15, 2024; one-year vest) |
| Total 2024 director compensation | $77,364 |
Program structure (reference): Non-employee directors received $37,500 annual cash retainer; RSUs $28,750 (one-year vest); Chair retainers: Board Chair $30,000; Committee Chairs: Audit $13,400, Human Capital & Compensation $8,000, Nominating & Corporate Governance $5,500; $600 per committee meeting (chairs do not receive meeting fees). For 2025, RSU grant increased to $32,500; HCC Chair retainer to $8,500 and NCG Chair to $6,000 (effective Apr 1, 2025) .
Performance Compensation (Equity)
| Grant Date | Instrument | Units Outstanding at 12/31/2024 | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| May 15, 2024 | RSUs | 1,328 | $28,764 | One-year vesting (expected May 15, 2025) |
Notes:
- No stock options are currently granted to directors; equity is delivered as RSUs with a one-year vest .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (last 5 years) | None disclosed |
| Compensation committee interlocks | Company disclosed no interlocks among HCC members; Albert is not on HCC |
Expertise & Qualifications
- Banking leadership and integration experience (former CEO of Central Bank; retired Company EVP post-merger), supporting strategic and risk oversight.
- Audit Committee member; Board identifies separate “audit committee financial expert(s)” (Donohue until Apr 2024; Chaney thereafter), not Albert.
- Independent under Nasdaq; strong familiarity with the Bank’s business and strategy cited as qualification.
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (common shares) | 16,175 shares (shared voting/investment power with spouse) |
| Percent of shares outstanding | ~0.08% (16,175 / 20,815,715 as of Mar 3, 2025) |
| Unvested RSUs outstanding (12/31/2024) | 1,328 units (director grant) |
| Ownership guideline | 5x annual cash retainer for non-employee directors; all directors in compliance as of 12/31/2024 |
| Hedging/Pledging | Hedging prohibited by policy; no pledging disclosed for Albert |
Governance Assessment
-
Positives
- Independence, attendance and engagement: Independent; ≥75% meeting attendance; active Audit Committee participation (14 meetings in 2024) .
- Alignment: Director equity delivered in RSUs; stock ownership guideline of 5x cash retainer and confirmed compliance bolster alignment .
- No external interlocks or public board overlaps disclosed; reduces conflict risk .
- Related-party safeguards: Company discloses related-person transaction review; director/insider loans (if any) on market terms; no adverse related-party items specific to Albert disclosed .
-
Watch items / potential concerns
- Former Company executive (retired EVP in 2015) and former CEO of acquired Central Bank; while the Board affirms independence, investors may monitor for legacy ties; nonetheless, independence is explicitly confirmed under Nasdaq rules .
- Not designated the “audit committee financial expert” (others serve in that role); expertise is operational/industry rather than technical accounting .
Director Compensation Detail (Program Context)
| Component | 2024 | 2025 (approved) |
|---|---|---|
| Annual cash retainer (non-employee director) | $37,500 | $37,500 |
| Annual RSU value | $28,750 (rounded; one-year vest) | $32,500 (rounded; one-year vest) |
| Committee Chair retainers | Audit $13,400; HCC $8,000; NCG $5,500 | Audit $13,400; HCC $8,500; NCG $6,000 |
| Meeting fees | $600 per committee meeting (except Chairs) | Same |
Signals for Investors
- Pay-and-governance alignment: High say-on-pay support in 2024 (95.1%) indicates strong shareholder approval of compensation governance broadly (contextual signal for Board oversight quality) .
- Risk oversight intensity: Audit Committee cadence (14 meetings) and independent executive sessions (3 in 2024) suggest active governance and risk oversight .
Appendix: Director-Level 2024 Compensation (Albert)
| Fees Earned (Cash) | Stock Awards (RSUs) | All Other Comp (incl. Bank board fees) | Total |
|---|---|---|---|
| $44,700 | $28,764 | $3,900 | $77,364 |
| Each amount per DEF 14A Director Compensation table; RSUs granted May 15, 2024; one-year vest. |